LICENSE AGREEMENT

           This  Agreement, dated effective as of June 16, 1997 (the  "Effective
Date"), is by and between EMERSON RADIO CORP., a Delaware corporation, having  a
place  of  business at Nine Entin Road, Parsippany, New Jersey 07054, and  World
Wide  One Ltd., a Hong Kong corporation, having a place of business at  Room  2,
4th Fl., Albion Plaza, 2-6 Granville Road, T.S.T., Kowloon, Hong Kong.

           Licensor  (as hereinafter defined), directly and through  affiliates,
distributes  a variety of consumer electronics products and microwave  ovens  in
numerous  countries  throughout the world. Licensor  is  the  owner  of  certain
valuable and well-known trademarks, and the goodwill associated therewith;

           Licensee  (as  hereinafter defined) desires to obtain  a  license  of
certain   of   Licensor's  trademarks  in  connection  with  the  manufacturing,
marketing,  sale  and  distribution of certain consumer  electronics  and  other
products as specifically set forth on EXHIBIT A, together with replacement parts
which may bear the trademarks (collectively referred to herein as the "Goods");

           Licensee  desires  to sell the Goods bearing the  trademarks  in  the
geographic  regions  set forth on EXHIBIT B ("Territory")  and  use  certain  of
Licensor's trademarks in conjunction therewith;

           Licensor is agreeable to license the use of certain of its trademarks
with respect to the manufacturing, marketing, distribution and sale of the Goods
by  Licensee  in  the  Territory, subject to the terms and  conditions  of  this
Agreement.

           In  consideration of the foregoing premises and the mutual agreements
contained herein, the following is agreed to:

1.   DEFINITIONS

      1.1   "Affiliate"  means  a person or entity who directly,  or  indirectly
through  one  or more intermediaries, controls or is controlled by or  is  under
common control with a specified person or entity.

      1.2   "Confidential  Information" means any  and  all  information,  data,
specifications,  customer lists, products and services  information,  sales  and
marketing  information, vendor data, and information regarding either  Licensor,
Licensee  or  their  respective  Affiliates  (collectively,  the  "Information")
except:

                     (a)  Information which at the time of disclosure is in  the
               public domain;
                     (b)   Information which, after disclosure, through no fault
               of  the  party receiving same, is published or otherwise  becomes
               part of the public domain;
                     (c)  Information which the receiving party can document  as
               having been in its possession prior to the time of disclosure  to
               it by the other party;
                     (d)  Information which the receiving party can document  as
               having  been  received by it on a non-confidential basis  from  a
               third party; or
                     (e)   Data,  specifications, customer lists,  products  and
               services  information and vendor data which the  receiving  party
               created  on its own or through independent third parties  without
               use of the Information.

      1.3   "Goods" means those first quality new "A" stock consumer electronics
and  other  goods as specifically set forth on EXHIBIT A, which Exhibit  may  be
amended  from time to time by mutual agreement to reflect additions  to  or  the
obsolescence of one or more of the Goods.

      1.4   "Sale"  means  sale,  lease, rental,  transfer,  exchange  or  other
disposition  of the Goods by Licensee.  A Sale will be deemed to  have  occurred
when the Goods are shipped or are invoiced, whichever occurs first.

     1.5  "Trademarks" means the Emerson and G-Clef design in the form set forth
on EXHIBIT C and all future form(s) of same adopted by Licensor.

     1.6  "Licensor" means Emerson Radio Corp.

     1.7  "Licensee" means World Wide One Ltd.

2.   GRANT

     2.1  Subject to the terms and conditions of this Agreement, Licensor hereby
grants  to  Licensee a non-exclusive, non-transferable license  to  utilize  the
Trademarks solely upon and in connection with the manufacturing, sale, marketing
and  distribution  of the Goods for sale exclusively to Makro International  Far
East  Ltd.  ("Makro") in the Territory. All other sales of the Goods,  including
any additional products, or store openings by Makro outside of the Territory, to
be included in this Agreement are subject to Licensor's prior written approval.

      2.2  Licensee shall not use the Trademarks, or purport to give consent  to
the  use of the Trademarks, in any manner or on any product,  items or services,
except as specifically set forth in this Agreement.

      2.3   Licensee  agrees  that the Goods bearing the Trademarks  shall  not,
directly  or  indirectly,  be  distributed, sold, or  otherwise  transferred  or
disposed of outside of the Territory by the Licensee and that Licensee shall not
sell,  transfer or distribute the Goods to any store, distributor,  retailer  or
customer other than Makro without Licensor's prior written approval in its  sole
discretion.  Licensee shall inform its customers and distributors that the Goods
cannot  be  distributed, sold or otherwise disposed of outside of the Territory,
or  to  any party other than Makro.  Licensee agrees that it shall not sell  the
Goods  to  any  customer or distributor that may distribute, sell  or  otherwise
dispose of the Goods outside of the Territory, or to any party other than Makro.
Notwithstanding  the above and Licensor's right to terminate this  Agreement  as
set  forth in Section 9, if Goods are sold or otherwise disposed outside of  the
Territory or to any party other than Makro, Royalty Fees (as hereafter  defined)
shall be due on any and all such sales of Goods.

3.   TERM

      Subject  to  the  earlier termination or expiration of this  Agreement  as
provided in SECTION 9 or otherwise herein, this Agreement shall be effective  as
of  the Effective Date and expire as of the close of business following eighteen
(18)  months after the Effective Date (the "Term"). The parties agree  that  the
first  six  months of the Term shall be a promotional trial period  ("the  Trial
Period"). In the event either party desires to discontinue this Agreement at the
end  of the Trial Period, such party may serve written notice on the other party
either  within  ten days before the end of the Trial Period or within  ten  days
following  the  end of the Trial Period, of such party's desire  to  discontinue
this  Agreement.  In the event either party serves such notice,  this  Agreement
shall  expire effective as of the end of the Trial Period and Licensee shall  be
liable solely for the advance royalty payment set forth in Section 5.1, and  any
Royalty Fees due pursuant to Section 5.2 for Goods sold during the Trial Period.
If  no such notice is served by either party, this Agreement shall continue  for
the full Term.

4.   GOODS

      4.1  Licensee shall maintain and comply with the quality standards for the
Goods  as  set forth in EXHIBIT D. It is understood that Licensee shall  utilize
the services of Licensor or an affiliate of Licensor for sourcing and inspection
of  at  least  fifty  percent (50%) of the dollar value of  Licensee's  purchase
requirements. All purchase orders for product covered by this Agreement shall be
processed  through  Licensor's affiliate, Emerson Radio  (Hong  Kong)  Ltd.  and
Acceptable Quality Levels (AQL) shall be stated on the purchase orders.

      4.2   To  assure Licensor that the provisions of this Agreement are  being
observed, Licensee shall allow Licensor either itself or, if Licensor elects  in
its  sole discretion, by a third party, to take any and all action necessary for
the  purpose  of inspecting or otherwise ensuring the quality of the  Goods.  If
said  quality  standards are not being maintained at any time during  the  Term,
then  upon  written notice from Licensor, Licensee shall immediately discontinue
the  sale and distribution of the Goods that do not meet said quality standards.
Any  Goods which are defective or dangerous and fall below the quality standards
shall immediately be removed from sale and if already sold, recalled. Goods,  in
inventory  or elsewhere, not meeting quality standards shall not be  distributed
or  sold.   Licensee  shall take the above actions at its  own  expense.  It  is
understood  and  agreed  to  by the parties, however,  that  Licensor  shall  be
responsible for the expense of any recall which is necessary, solely  for  those
Goods which are sourced and inspected by Licensor.  Since monetary damages would
not  be  sufficient  to  remedy a breach of this covenant,   Licensor  shall  be
entitled   to  an  immediate  temporary  restraining  order  and/or  preliminary
injunction,  without bond or security, to prevent Licensee  from  violating  the
terms hereof.  Licensee shall promptly reimburse Licensor for the costs of  such
legal action, including costs and attorneys' fees.

      4.3   Licensee  shall ensure that the manner of sale, distribution  and/or
exploitation by Licensee shall in no manner reflect adversely upon the good name
or value of Licensor or any of the Trademarks.

      4.4   Licensee  shall  comply  with all applicable  laws  and  regulations
relating  to the manufacture, use, sale and distribution of the Goods throughout
the  Territory  (and, if applicable, where the Goods are manufactured),  whether
foreign,  federal,  state,  domestic or local, as required.   Such  requirements
shall  include, but not be limited to, obtaining all necessary regulatory and/or
governmental  approvals, as well as any registrations, permits or licenses  that
may  be required.  Upon request, Licensee shall provide Licensor with copies  of
all  such  approvals,  registrations, permits  or  licenses.   In  any  license,
registration or request for government or regulatory approval, Licensor shall be
identified  as  the  owner  of the Trademarks. It is understood,  however,  that
Licensor  shall  be  responsible for obtaining the necessary approvals  required
under this section for those Goods which it develops or carries as a part of its
basic line at the Effective Date.

      4.5   Licensee shall, promptly after its initial commercial production  of
the  Goods (or earlier, if available, but in no event later than sixty (60) days
prior to Licensee's first sale of any of the Goods) deliver to Licensor (without
cost  to Licensor) at its facilities in Parsippany, New Jersey, U.S.A., or  such
other location designated by Licensor, three (3) representative samples of  each
of  the  Goods or particular Goods bearing the Trademarks as well as the related
packaging,  advertising, labels, promotional or any other printed material  used
in  conjunction  with the sale of the Goods.  Licensor, at its sole  discretion,
may  disapprove  of the use of any of the Goods, the quality  of  which  is  not
consistent with the quality standards set forth in this SECTION 4 or Goods which
fail  to  comply  with  proper  usage  of  the  Trademarks  as  defined  herein.
Licensor's  approval shall be deemed given if Licensor does not notify  Licensee
of Licensor's disapproval of any Goods within 15 days after receipt of same.

      4.6   All of the Goods, and all advertising, promotion, packaging  or  any
written  material  distributed  by or through Licensee  will,  unless  otherwise
specifically agreed to in writing by Licensor, bear the following legend:

     "EMERSON  AND  THE  G-CLEF LOGO ARE REGISTERED TRADEMARKS  OF  EMERSON
     RADIO CORP., PARSIPPANY, NEW JERSEY, U.S.A."

      4.7   In  all cases where Licensee desires artwork involving Goods  to  be
prepared, the cost of such artwork and the time for the production thereof shall
be  borne by Licensee.  All artwork and designs involving the Trademarks, or any
reproduction thereof, shall be and remain the property of Licensor.

5.   ROYALTIES TO LICENSOR

      5.1   Licensee shall pay to Licensor, as an advance royalty  payment,  the
amount  of  $50,000.  Licensee shall pay the advance royalty payment  either  by
immediately available funds within five (5) days following the Effective Date or
by  opening an irrevocable standby letter of credit in favor of Licensor on  the
Effective  Date,  with  a  bank reasonably satisfactory  to  Licensor  and  that
maintains  a  confirmation relationship with Licensor's bank, in the  amount  of
$50,000, payable within five (5) days. The advance royalty payment shall be non-
refundable  and shall be credited against the Minimum Royalty Fee as  set  forth
herein  so  that no Royalty Fees as defined herein shall be payable by  Licensee
until Licensee's advance royalty credit is reduced to zero.

      5.2    (a) Licensee shall also pay to Licensor a fee ("Royalty Fee") equal
to  the percentage rate for the particular category of Goods on EXHIBIT E hereto
multiplied  by  the  amount  over  ex-factory cost  of  the  Goods  directly  or
indirectly sold by Licensee for each particular category of Goods. The term "ex-
factory cost" shall mean the manufacturer's actual invoiced price prior  to  any
discounts,  rebates or allowances. Licensee shall be required to pay  a  Minimum
Royalty  Fee for the Term of $200,000, which is calculated by taking the product
of  the minimum gross sales required for the Term as set forth herein, and  four
percent (4%). If the Royalty Fees paid to Licensor for the Term do not equal  or
exceed  the  Minimum Royalty Fee, Licensee shall promptly pay  to  Licensor  the
difference between the Royalty Fees actually paid and the Minimum Royalty Fee.

      (b)     Payment  of all Royalty Fees shall be by transferable sight letter
of  credit  issued  directly by Makro to Emerson Radio (Hong Kong)  Ltd.,  or  a
designated affiliate, no later than any applicable lead time advised by  Emerson
Radio (Hong Kong) Ltd., for all purchase orders. No credit shall be permitted or
applied  to Licensee for returns. Emerson Radio (Hong Kong) Ltd. shall reimburse
Licensee  the difference between the letter of credit amount and the agreed-upon
Royalty  Fees for each transaction. Payment shall be within five (5) days  after
settlement   of  the  letter  of  credit  in  each  instance  with  a   complete
reconciliation of all transactions on a monthly basis. Issuance of the requisite
letter of credit by Makro shall be a prerequisite to any transaction or sale  of
Goods under this Agreement.

     (c)  All costs and expenses incurred in the manufacture, sale, distribution
or  exploitation of the Goods, or otherwise incurred by Licensee, and all taxes,
duties,  levies  and assessments, including sales, value added  and  use  taxes,
pertaining  to  the  sale  of  the Goods, except for taxes  on  the  net  income
realized  by Licensor under this Agreement, shall be paid by Licensee.  No  such
costs,  expenses or taxes shall be deducted from, or diminish  in  any  way,  or
result in the reduction of, any Royalty Fees payable to Licensor. Licensee shall
be  responsible for completing in a timely manner all documentation necessary to
(i)  permit  Licensor to refrain from collecting taxes or assessments  it  would
otherwise  be obligated to collect in the Territory or (ii) assist  Licensor  in
deriving duty drawbacks. Licensee shall pay any such taxes and file any reports,
forms  or tax returns required under the income or value added tax laws  of  the
jurisdictions  or  countries within the Territory in a timely  manner.  Licensee
shall  provide Licensor with copies of all duly executed reports, forms  or  tax
returns,  and  proof  of payment of any such taxes, within 45  days  after  such
reports, forms or tax returns are due.

     6.  LIMITATION OF USE AND AUTHORITY

      6.1   This Agreement does not grant Licensee any right of ownership, title
or interest in the Trademarks, nor does this Agreement authorize Licensee to use
the  Trademarks except for the purpose of manufacturing, marketing, selling  and
distributing  in accordance with this Agreement the Goods in the  Territory  and
for  advertising  and promotional purposes as described herein. The  Trademarks,
all rights therein and the goodwill pertaining thereto, whether developed by the
Licensor  or  the Licensee, shall inure to the benefit of and be  the  exclusive
property  of  Licensor.  Licensee shall not register or attempt to register  the
Trademarks  in  its  own  name or the name of any third party.   If  applicable,
Licensee  shall  assign  to Licensor all the Trademarks  and  incidental  rights
created  by  its use, together with the goodwill relating to that  part  of  the
business  in  connection  with which the Trademarks  are  used.  Licensee  shall
execute  and deliver to Licensor such documents as Licensor requires to register
Licensee  as  a  registered or permitted user thereof, in  accordance  with  any
applicable  laws, rules, requirements or regulations of any of the jurisdictions
in the Territory.

     6.2  Neither Licensee nor any of its Affiliates will directly or indirectly
sell, manufacture or distribute any goods whatsoever under a mark similar to the
Trademark. Licensee will not register or attempt to register in its name or that
of  any  other  person or entity affiliated with it any name or mark,  corporate
name  or  any  designation of any kind, in any language, which is the  same  as,
similar  to  or  a  derivative of, or otherwise utilizing  any  portion  of  the
trademarks  or  trade  names  of Licensor or any  of  its  Affiliates.  Licensee
acknowledges that it does not have and has not acquired any rights in or to  the
Trademark,  product  names,  likenesses or any  derivations  of  the  foregoing.
Licensee shall not incorporate or form any corporation or use any name which  is
the  same  as,  or  which  is likely to cause confusion  or  mistake  with,  any
corporate  name  of  Licensor or of any of its Affiliates or  subsidiaries.  The
Trademark shall be displayed by Licensee, without alteration, on all Goods  sold
by Licensee and all use of such Trademark shall inure directly to the benefit of
Licensor. Licensee shall not re-label any of the Goods. Any copyright which  may
be  created  in  any article, design, label or the like, bearing  any  Trademark
shall  be  subject  to the prior approval before use, and  be  the  property  of
Licensor.  Licensee shall not use any trademark, brand or trade dress  which  is
the  same  as,  or  which  is  likely to cause confusion  or  mistake  with  any
trademark, brand or trade dress of Licensor.

      6.3  Licensee shall provide Licensor with the date of the first use of the
Trademarks  on  the Goods in commerce in each jurisdiction of the Territory  and
provide Licensor with all necessary documents or information which Licensor  may
request  for  the  purpose  of  perfecting Licensor's  title  to  any  Trademark
registrations.

7.   TRADEMARK INFRINGEMENT; INDEPENDENT CONTRACTOR

      7.1   Licensee will notify Licensor promptly of any of the following  that
may come to Licensee's knowledge:
                (a)   Any  alleged infringement by Licensor or Licensee  of  the
          rights  of  any third parties arising out of the activities undertaken
          in connection with this Agreement;
                (b)   Any  alleged  infringement of any  of  the  Trademarks  of
          Licensor; or
               (c)  Any other factors or events which reasonably may be expected
          to  have a material adverse effect on the promotion of the Goods under
          any of the Trademarks or on Licensor's rights and interests in any  of
          the Trademarks.

      7.2  If  any  third  party files a lawsuit, claim or  any  other  type  of
proceeding  against Licensee claiming that the use by Licensee of the Trademarks
infringes  upon  a  valid intellectual property right belonging  to  such  third
party,  Licensor shall defend such actions at its own expense and hold  Licensee
harmless against the valid claims of any such third party.  Licensor may  choose
to  settle  such lawsuit, claim or other proceeding and Licensee shall cooperate
to  effect any such settlement provided that such settlement does not materially
affect  Licensee's  rights hereunder. Should any of the Goods  covered  by  this
Agreement  become or in Licensor's opinion be likely to become  the  subject  of
such a claim, Licensor may, at its option, either procure for Licensee the right
to  continue selling or using such product, or replace or modify the product  so
that  it  becomes non-infringing. Notwithstanding the foregoing, Licensor  shall
have no right to admit any liability on behalf of Licensee or to create any kind
of  duty,  obligation or promise concerning the future sale of  the  product  on
behalf of Licensee without Licensee's prior written consent, which shall not  be
unreasonably  withheld or delayed.  However, to the extent that any  settlement,
judgment  or  decree prohibits or restricts Licensor's right to sell  the  goods
covered hereby, it shall be released and discharged from any duty to Licensee to
supply  the  same. Notwithstanding the foregoing, Licensee shall be  responsible
for costs and expenses associated with any such lawsuit, claim or proceeding.

      7.3   If,  in the reasonable opinion of Licensor, it becomes desirable  to
enforce  any  of  the  Trademarks  against a third  party,  Licensor  shall  use
reasonable efforts to do so, at its expense.

      7.4   Licensee  shall  furnish all reasonable  assistance,  at  Licensor's
request  or direction, to enable Licensor to assert and prosecute any claims  or
defend  against  any  action  arising  in connection  with  or  related  to  the
Trademarks  and  the matters described in SECTIONS 7.1 through 7.3  above.  Such
assistance  shall include, but  not be limited to: monitoring and  reporting  to
Licensor  any improper or unauthorized use of the Trademarks, signing documents,
giving  testimony, joining such action and asserting claims with respect to  the
licensed Trademarks against third parties.

      7.5   Licensee shall not use the name or credit of Licensor in any  manner
whatsoever,  nor  incur  any  obligation  in  Licensor's  name.  Nothing  herein
contained  shall  be  construed to constitute the parties joint  venturers,  nor
shall  any similar relationship be deemed to exist between them.  Nothing herein
contained shall be construed as constituting Licensee as Licensor's agent or  as
authorizing Licensee to incur financial or other obligations in Licensor's  name
without  Licensor's  specific authorization in writing. Under  no  circumstances
shall any power be granted, or be deemed to be granted to Licensee, be deemed to
be a power coupled with an interest.  The rights and powers retained by Licensor
to supervise or otherwise intervene in Licensee's activities, all as hereinabove
provided,  are  retained  because  of  the necessity  of  protecting  Licensor's
copyrights,   trademarks,  properties  and  property   rights   generally,   and
specifically  to  conserve the goodwill and good name of  Licensor  and  of  the
Trademarks.

8.   GOODWILL

      Licensee  recognizes the great value of the goodwill associated  with  the
Trademarks and that the Trademarks have a secondary meaning in the mind  of  the
public.   Licensee acknowledges and agrees that a breach by Licensee of  any  of
its   covenants,  agreements  or  undertakings  hereunder  will  cause  Licensor
irreparable damage, which cannot be readily remedied in damages in an action  at
law,  and  may, in addition, constitute an infringement of Licensor's copyrights
or  trademarks,  and  agrees that, as a result, Licensor shall  be  entitled  to
equitable remedies, costs and attorneys' fees.

9.   TERMINATION

      9.1  If Licensee: (i) without prior written consent of Licensor sells,  or
permits or has reason to believe a party to whom it sells Goods shall sell,  any
Goods outside the Territory or to any third party other than Makro, bearing  the
Trademarks;  (ii)  has  intentionally  or negligently  rendered  or  renders  an
incorrect,  material  representation or report in  connection  with  the  rights
granted  to Licensee hereunder; (iii) commits intentional or negligent  material
damage  or omits or fails to take steps within its power to prevent such  damage
to  Licensor's business, reputation, vendor relationships, customers  or  client
base,  distribution  channels  or  assets or the  value  of  any  of  Licensor's
tradenames,  trademarks,  service marks, symbols, signs,  or  other  distinctive
marks, or the goodwill associated therewith; (iv) fails to pay any Royalty  Fees
set  forth in SECTION 5 when due; (v) registers or attempts to register  in  its
own  name or the name of a third party a Trademark or any other trademark  owned
by  the  Licensor or similar to such a trademark, or any name or mark, corporate
name  or  any  designation of any kind which is the same as,  similar  to  or  a
derivative  of,  or  otherwise utilizing any portion of the Trademark  or  trade
names  of  Licensor  or any of its Affiliates; (vi) assigns  or  transfers  this
Agreement,  including by operation of law, without the prior written consent  of
Licensor; or (vii) breaches any of its obligations hereunder, then, in  addition
to  the rights available under law or in equity, Licensor may notify Licensee in
writing  that Licensee is in default under the terms of the Agreement.  If  such
default  is  not  remedied  within 15 days after the delivery  of  such  notice,
Licensor  shall  have  the  right  to terminate this  Agreement  effective  upon
delivery to Licensee of notice that the Agreement is terminated.

      9.2  Upon termination or expiration of this Agreement, Licensor shall have
the right to retain all moneys paid hereunder to date, to receive all moneys  to
which  it is entitled and to avail itself of any legal or other remedy or relief
available  to it including, but not limited to, equitable relief to  enjoin  the
use  of  the  Trademarks  and the manufacture, sale and  distribution  of  Goods
utilizing  the Trademarks. Licensee shall be responsible for all costs  of  such
enforcement.  All remedies available to Licensor hereunder are  cumulative,  and
Licensor  may  exercise  any  one or more remedies or  rights  available  to  it
cumulatively.  The termination of this Agreement shall be without  prejudice  to
Licensor's rights and remedies with respect to any obligation incurred or breach
committed prior to such termination, including the right to recover for  damages
caused by Licensee's breach.

      9.3   Upon  termination  or expiration of this Agreement,  Licensee  shall
promptly  deliver  to  Licensor any and all property  of  the  Licensor  in  the
possession, custody or control of Licensee, including all promotional  material,
original  artwork, product manuals and any other material bearing the Trademarks
in the possession of Licensee.

      9.4   Within  ten  (10)  days of the termination  or  expiration  of  this
Agreement, Licensee shall deliver to Licensor a statement showing the number and
description  of Goods on hand or in process. Licensor shall have  the  right  to
take a physical inventory to ascertain or verify such statement.

     9.5  In the event of termination or expiration of this Agreement, Licensee,
its  receivers, representatives, trustees, agents, administrators and successors
shall  have no further right to sell, exploit or in any way deal in or with  any
advertising  matter,  packing material, boxes, cartons  or  other  documentation
relating thereto bearing the Trademarks, without the express written consent  of
Licensor.

10.  DISTRIBUTION OF GOODS

      10.1 Licensee shall be required to achieve the minimum gross sales for the
Term  set  forth  on Exhibit F. Licensee shall, during the Term, diligently  and
continuously  market, manufacture (or cause to be manufactured), distribute  and
sell  the  Goods  and  shall make and maintain adequate arrangements  for  their
distribution to Makro throughout the Territory.

      10.2   Licensee acknowledges that its failure to cease (or cause to cease)
the  marketing,  manufacture, assembly and packaging, sale  or  distribution  of
Goods or any class or category thereof using the Trademark at the termination or
expiration of this Agreement will result in immediate and irreparable damage  to
Licensor  and  to the rights of any subsequent licensee.  Licensee  acknowledges
and admits that there is no adequate remedy at law for such failure and that, in
the event of such failure, Licensor shall be entitled to equitable relief by way
of  temporary  and permanent injunctions and such other further  relief  as  any
court  with  jurisdiction  may  deem  just and  proper  and  Licensee  shall  be
responsible for all costs thereof.

11.       SUBCONTRACTORS

        The  Licensee  shall  obtain  satisfactory  written  evidence  from  any
subcontractor that is retained by Licensee that such subcontractor will not  use
the Trademarks in any manner not permitted under this Agreement, in the form set
forth  on  SCHEDULE  11,   in those instances where the subcontractor  furnishes
Goods or packaging for the Goods bearing the Trademarks.  Licensee shall use its
best efforts to assist and cooperate with Licensor with respect to any action by
Licensor  to  enforce its rights to the Trademarks against any one  or  more  of
Licensee's subcontractors.

12.  SERVICE AND SPARE PARTS

      Licensee  shall  take  such  steps as are necessary  to  ensure  that  any
purchasers of Goods covered by this Agreement, including Makro, shall establish,
or  have already established, such service centers or agents as may be necessary
for service of the Goods. Licensee shall monitor such independent service agents
and  centers in the Territory as may be necessary to service the Goods and shall
ensure  that  Makro shall, during the Term and subsequent to the  expiration  or
termination of this Agreement, provide for any after sales warranty service  for
the Goods for the respective periods required by applicable federal or local law
or  Licensee's  warranty in the particular countries or regions  throughout  the
Territory.

13.  REPRESENTATIONS AND WARRANTIES OF LICENSOR

     Licensor hereby represents and warrants to Licensee that:

     (a)   Licensor  is  duly organized, validly existing and in  good  standing
     under the laws of the jurisdiction of its incorporation.
     (b)   Licensor has the full power and authority to execute and deliver this
     Agreement and to perform all of its obligations hereunder.
     (c)   The execution and delivery of this Agreement has been duly authorized
     by all necessary corporate action of Licensor and constitutes the valid and
     legally  binding  obligation of Licensor enforceable  against  Licensor  in
     accordance with it terms.
     (d)   This Agreement shall be binding on the successors, assigns and  legal
     representatives of Licensor.

14.  REPRESENTATIONS AND WARRANTIES OF LICENSEE

     Licensee hereby represents and warrants to Licensor that:

     (a)   Licensee  is  duly organized, validly existing and in  good  standing
     under the laws of the jurisdiction of its organization.
     (b)   Licensee has the full power and authority to execute and deliver this
     Agreement  and to perform all of its obligations hereunder and  entry  into
     this Agreement and the performance of its obligations hereunder do not  and
     shall  not  contravene,  conflict  with  or  result  in  a  breach  of  its
     certificate  of  incorporation, by-laws, or any other  agreement  to  which
     Licensee is a party.
     (c)   The execution and delivery of this Agreement has been duly authorized
     by  all  necessary action of Licensee and constitutes the valid and legally
     binding  obligation of Licensee enforceable against Licensee in  accordance
     with its terms.
     (d)    This Agreement shall be binding on the successors, assigns and legal
     representatives of Licensee, if any.

15.  DISCLAIMER AND INDEMNIFICATION

     15.1 Licensee shall not and does not grant any warranty or guaranty binding
Licensor  or  creating  any  liability  for  Licensor.  Licensee  will  make  no
statements  or representations whatsoever to any third parties which,  expressly
or  impliedly,  states or suggests that Licensor is making any  warranties  with
respect  to  the  Goods.  Licensor expressly disclaims any  implied  warranties,
including the implied warranties of merchantability and fitness for a particular
purpose.

     15.2  Licensor shall have no liability or responsibility to Licensee or any
other  person and/or entity arising out of or relating to the rights granted  to
Licensee pursuant to this Agreement.  Licensee shall defend, indemnify and  hold
harmless  Licensor, its employees, officers, directors, stockholders, licensees,
representatives,  successors and assigns from and against any  and  all  claims,
demands,  judgments,  liabilities, damages, losses, costs and  expenses  of  any
nature  (including attorneys' fees and expenses), including without  limitation,
death, personal injury, bodily injury, sickness, disease, property damage,  loss
of  use  of  property or product liability arising from or related  to  any  (i)
claim,  action or omission of Licensee, its agents, employees or their families,
affiliates,  distributors or subcontractors arising under this  Agreement,  (ii)
Licensee's  failure  to  comply with its obligations  set  forth  herein,  (iii)
Licensee's misrepresentation of any warranties or representations, or  (iv)  any
action or omission arising out of the operation of Licensee's business.

16.  CONFIDENTIALITY

      16.1   Each  party will use the Confidential Information received  by  the
other party solely for the purpose of carrying out this Agreement. Neither party
will  disclose the Confidential Information to third parties without the express
written  consent  of  an officer of the other party, unless  compelled  by  law,
required  by  applicable  securities rules or regulations  or,  in  the  written
opinion of counsel such disclosure is required by law. In such event, each party
shall  inform the other party as far in advance as possible prior to making  any
such  disclosure. Notwithstanding the foregoing, Licensor shall not be  required
to  inform  or  obtain  the consent of Licensee for the issuance  of  any  press
release  which  utilizes, refers to or discloses sales  or  royalty  information
relating to this Agreement.

      16.2  Each party shall cause each of their respective officers, directors,
agents or employees to whom a disclosure of Confidential Information is made  or
any  subcontractor, including the manufacturer(s) of the Goods, to adhere to the
terms and conditions of this SECTION 16 as if, and to the same extent as if,  he
or she were a party to this Agreement.

      16.3  Upon  expiration or termination of this Agreement, each party  shall
return  to  the  other party all copies of the Confidential Information  of  the
other  party  in its possession or control, except that Licensor  shall  not  be
required  to  return  Confidential Information provided by  Licensee  which  has
become  a  part of Licensor's books and records and which pertains to historical
sales and royalty information.

17.  FORCE MAJEURE

      17.1  Neither party will have any liability to the other by reason of  any
failure  or delay in performance of any provision of this Agreement, if  and  to
the  extent  that  such  failure or delay is due to any occurrence  (other  than
financial)  beyond the reasonable control of the party failing  or  delaying  to
perform. "Beyond reasonable control" shall mean acts of God, civil disturbances,
fires, floods, explosions, or riots, war, rebellion or sabotage.  The provisions
of this paragraph shall not apply to payment obligations under this Agreement.

      17.2  A party seeking relief pursuant to this SECTION 17 shall, as soon as
practicable  after  the  impediment and its effect on such  party's  ability  to
perform  become  known, give written notice to the other party.  Written  notice
shall also be given when the impediment ceases.

18.  LICENSOR'S LINE OF BUSINESS

     Licensee acknowledges that Licensor is presently in the business of selling
consumer electronic products, microwave ovens and other consumer products and is
seeking  alliances, joint venture partners and/or licensees  with  the  goal  of
distributing other consumer products throughout the world. Licensee acknowledges
that  marketing and distribution of the foregoing (as well as any other products
which Licensor may distribute) with the Trademarks shall not constitute a breach
of this Agreement.

19.  ASSIGNMENT AND SUBLICENSING

      19.1   The license herein granted is personal to  Licensee and may not  be
assigned,  transferred, sub-licensed, pledged, mortgaged or otherwise encumbered
by  Licensee  in whole or in part without Licensor's prior written consent.  For
the  purposes  of  this SECTION 19.1, the term "assigned" shall include  without
limitation,   transfers  of  (i)  control,  whether  by  merger,  consolidation,
reorganization or change of management and (ii) ownership of fifty percent (50%)
or more of the outstanding securities of Licensee that occurs from the Effective
Date,  either  cumulatively or in a single transaction, and  shall  include  the
effect of newly issued securities.

      19.2    Notwithstanding the restriction set forth in SECTION  19.1  above,
Licensee  shall  notify  Licensor in writing prior to  any  proposed  change  in
control  or  transfer  of  ownership of fifty  percent  (50%)  or  more  of  the
outstanding securities of Licensee.  If Licensee is interested in continuing the
terms of this Agreement, Licensor shall have fifteen (15) business days from the
date  of  receipt of all due diligence materials required by Licensor concerning
the proposed transfer of control or ownership to determine whether Licensor will
approve,  in  its  sole discretion, such change of ownership or  control.   Such
materials shall be provided by Licensee and include without limitation  (i)  the
proposed   transferee's   organizational  documents,  (ii)   audited   financial
statements  for  the  preceding three fiscal years, (iii) proposed  transferee's
interim financial statements for the period subsequent to the date of the latest
annual  financial statement, (iv) recent public filings, if applicable, for  the
preceding three years, (v) tax returns for the preceding three years,  and  (vi)
such   other  materials  as  Licensor  may  reasonably  request.   Any  proposed
transferee  must be financially sound, knowledgeable of the type of business  of
Licensee,  not a competitor of Licensor, committed to quality and positioned  to
grow the business.  Upon Licensor's approval in its sole discretion, control may
be transferred.  If Licensor does not approve such proposed change in control or
transfer  of  ownership,  and the proposed change  in  control  or  transfer  of
ownership  occurs,  this  Agreement may terminate upon  a  date  established  at
Licensor's sole discretion.

20.  MISCELLANEOUS

      20.1   No  provision of this Agreement may be changed, amended or  waived,
except in a writing signed by both parties.

      20.2   Any  waiver  on  the part of any party of  any  right  or  interest
hereunder  shall not imply the waiver of any subsequent breach or the waiver  of
any  other  rights.  No waiver by either party of a breach hereof or  a  default
hereunder  shall  be  deemed a waiver by such party of a  subsequent  breach  or
default of like or similar nature.

      20.3   Should  any  provision of this Agreement prove  to  be  invalid  or
unenforceable  under  existing or future law, the remaining  provisions  of  the
Agreement will remain in force in all other respects.
      20.4   All  notices will be in writing and in English and will  be  served
personally or by registered or certified mail, return receipt requested,  or  by
overnight  courier  or  by facsimile transmission to each  other  party  at  its
address herein set forth, or at such other address as each party may provide  to
the  other in writing from time to time:

     (a)  If to Licensor:

               Emerson Radio Corp.
               Nine Entin Road
               Parsippany, NJ  07054
               Attention:  Legal Department
               [Facsimile No. (201) 428-2022]

     (b)  If to Licensee:

               World Wide One Ltd.
               Room 2, 4th Fl., Albion Plaza
               2-6 Granville Road, T.S.T.
               Kowloon, Hong Kong
               Attention:  Gregory P. Glass
               Title: Chairman
               [Facsimile No. 852-2721-2248]

Any such notice will be effective upon actual receipt or three (3) days after it
is  deposited  in the mail, postage prepaid, properly addressed  and  certified,
whichever occurs first.

      20.5  This Agreement is the entire and sole agreement and understanding of
both   parties   and   supersedes  all  other  agreements,  understandings   and
communications, whether oral or written, regarding the subject matter hereof.

      20.6   This Agreement may be executed in any number of counterparts or  by
facsimile,  but all counterparts and facsimiles hereof will together  constitute
but  one  agreement.   In proving this Agreement, it will not  be  necessary  to
produce or account for more than one counterpart executed by both parties.

      20.7   All disputes between the parties concerning this Agreement will  be
resolved  under  the  laws  of the State of New Jersey,  U.S.A.,  excluding  the
conflicts  of laws provisions thereof, and the parties agree that the courts  of
Hong  Kong will have jurisdiction over the parties in any such dispute. However,
it is expressly understood that this Section shall not preclude Licensor's right
to  make application for, and seek enforcement of, injunctive or other relief in
any court having jurisdiction.

      20.8   Licensee  shall strictly and fully comply with all export  controls
imposed  by  the United States or any country or organization of nations  within
whose jurisdiction Licensee operates or does business.

      20.9   The respective indemnities, agreements, representations, warranties
and  other  statements  of each of the parties hereto and the  undertakings  set
forth  in  or  made  pursuant to this Agreement will remain in  full  force  and
effect, and will survive the expiration or termination of this Agreement.

       20.10   Licensee  shall  not  disseminate  any  press  release  or  other
announcement relating to the transaction contemplated by this Agreement  without
Licensor's prior written consent as to the contents thereof.

      20.11   Unless  otherwise set forth herein, all  payments  shall  be  made
directly by Licensee to Licensor and shall be in U.S. Dollars.

      20.12      The parties have requested that this Agreement be drawn up  and
interpreted in the English language.

     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representative of each party effective as of the date set forth above.


                         EMERSON RADIO CORP.
                         A Delaware Corporation



                    By:  /s/ Eugene I. Davis
                         Eugene I. Davis
                         Vice Chairman


                         World Wide One Ltd.
                         For and on behalf of
                         A Hong Kong Corporation
                         WORLD WIDE ONE LIMITED


                    By:  /s/ Gregory P. Glass
                         Authorized Signature(s)
                         Gregory P. Glass
                         Chairman